This is reference to email, from which, we understand that your Client (intends to setup a factory for producing paper and pulp in Vietnam (hereinafter referred to as “Factory”).
You therefore would like us to assist in legal advice for setting up and operating the Factory.
Weare grateful to present you hereinafter our Legal Services Proposal for your review and consideration.
1. BRIEF INTRODUCTION TO SBLAW
SBLAW has been recognized as one of the leading and highly recommended business law firms in Vietnam. SBLAW advised clients in a wide variety including foreign and domestic investment consultancy, business law, intellectual property, banking and finance, corporate, commercial, property and real estate, tax, agreement and contract, arbitration and litigation, M&A, leasing, construction, employment, insurance, enterprise development and management.
SBLAW is a perfect choice for large and medium-sized businesses, local and international corporations and organizations. S&B LAW is a full-serviced law firm, dedicating to many clients who have been working with us for many years, among IBM, AIA, TOTAL, ExonMobil, ESCO, HTC, CSC, LG, DBS bank, ICBC, ING Bank, Hong Leong Bank, Bridge Mind Consulting Pte., Ltd; Luxasia; DSM Singapore Industrial Pte., Ltd, Nippon Steel, Innovar Vietnam, SmartEbook.com, UBM, Netrove Venture, Argentina Embassy in Vietnam, MSH (non-government organization), ADRA, Military Bank, VICEM, VINACONEX, VNPT, VTC Online, VSTV, Vinacomin, Trung Nguyen Group, Kinh Do Group Corporation, HIPT, Viettel Real Estate, VietsovPetro, member companies of PVN such as PVFC, PVFC Invest, PVFC Land, PVFI, …
Our Awards
The professional performance and services provided by S&B LAW has been highly appreciated by both local and international clients.
▶ S&B LAW is proud to be awarded by ASIALAW Profiles – the world a reputable organization on ranking the leading domestic law firms in Asia Pacific. The ranking are based on the recommendations of in-house counsel at the world’s most prominent companies and financial institutions, as well as the leading lawyers, attorneys and solicitors in each legal market.
▶ In 2012, S&B LAW received honor award by The Legal 500, the most comprehensive worldwide coverage currently available on legal services providers in over 100 countries. S&BLAW emerged winner among many other leading law firms in the country for our excellent quality of legal service.
▶ In 2012, S&B LAW continued to be ranked for the professional achievement and experience in finance and banking by IFRL1000 (the Guide to the World’s Leading Financial Law Firms).
▶ In November 2012, S& BLAW had one more feather to its cap, for being selected as one of the five law firms awarded by the People’s Committee of Hanoi for the achievement in consultancy to protect the rights and benefits of State and citizens.
▶ In 2013, S&B LAW continued to be ranked for professional achievement and experienced in finance, banking and Intellectual Property by The Legal 500.
▶ In 2013, Mr. Nguyen Thanh Ha – Managing Partner and Mr. Pham Duy Khuong – Executive Partner of S&B Law were ranked as Leading Lawyers in Vietnam by ASIA LAW.
Experience in the field
▶ Acting for Stalheim Industries Sdn Bhd to establish a joint venture company in Vietnam called as Inovar (Vietnam) Co., Ltd. Inovar (Vietnam) Co., Ltd is licensed to implement importation, exportation and distribution right of wood floor and related products. The services is inclusive of preparing Joint Venture Contract, preparation of necessary documents for licensing process, liaising with competent authorities for obtaining Investment Certificate etc.;
▶ Acting for IBM Vietnam to consult authority agencies regarding to implementation of its investment projects and to realize its important business strategies in Vietnam;
▶ Acting for Metiseko International Co., Ltd – a Hong Kong Company to setup a factory manufacturing textile and clothing in the centre of Vietnam;
▶ Acting for Esco Global – A Singaporean Company to setup 100% Foreign Invested Company for trading activities in Vietnam;
▶ Acting for SmartEbook.com Co., Ltd to setup 100% Foreign Invested Company operating in the field of Digital Content Services;
▶ Acting for Bridge Minds Consulting Pte., Ltd to setup 100% Foreign Invested Company operating in the field of Software Production and Services;
▶ Acting for Ascott Management Company Limited, Hanoi Somerset Tower, Hoa Binh Somerset Tower, Thuy Duong Somerset Tower as External Legal Counselor;
▶ Acting for a Korean Company to setup a factory manufacturing mobile speakers in the Export Processing Zone of Bac Ninh Province;
▶ Acting for KLIN NB to setup an alcohol factory in Hanoi.
Our relationship with key government authorities
A good working relationship with Vietnam’s decision-makers is imperative in successfully doing business in Vietnam. We maintain strong relationships with various Vietnamese ministries including the Ministry of Planning and Investment (MPI), the Ministry of Finance (MoF), the Ministry of Health, and the licensing authorities including provincial People’s Committees, Department of Planning and Investment, and especially Industrial Zones Authorities.
2. BACKGROUND OF THECASE AND Scope of works
2.1. BACKGROUND OF THE CASE
It is our understanding that your Client plans to setup Factory for manufacturing paper and pulps (hereinafter referred to as “Investment Project”) in Vietnam. Your Client also consider possibility of co-operating with a Vietnamese Company for running the Investment Project.
Establishment of the Factory shall require an Investment Certificate from the licensing authority. Depending upon the location of the Factory, the licensing authority may be the Provincial People’s Committee (for Factories located outside industrial or export processing zones) or the provincial Industrial and Export Processing Zones Management Authority (for Factories located in industrial or export processing zones).
Following items are key work streams for setting up any Factories in Vietnam:
(i) Locating the suitable land lot:It is noted that all land in Vietnam is owned and administered by the State. As such, there is no private ownership of land and all land is thus rented from the state. Before being granted the right to use land for business purposes, all land users must obtain a Land Use Right Certificate. Despite of that Vietnam Authority shall grant the Land Use Right Certificate only after completion of obtaining the Investment Certificate of Investment for the Factory, Rajasthan shall need to carefully work with the provincial Industrial and Export Processing Zones Management Authority to consult the availability of suitable land lot before starting the Licensing Process. In-principal approval of the provincial Industrial and Export Processing Zones Management Authority on the land lot to be leased is considered as one of essential documents for obtaining Investment Certificate of the Factory.
(ii) Environmental impact assessment to evaluate the possible impacts that the Factory may have on the environment, consisting of the environmental, social and economic aspects. Depending on specific position of the case, the provincial Industrial and Export Processing Zones Management Authority shall require Rajasthan to conduct the Environmental Impact Assessment before the Licensing Process or not. However, we highly recommend Rajasthan to proceed with Environmental impact assessment before commencing the Licensing Process in order to avoid potential risk.
(iii) Obtaining Investment Certificates: Under Vietnam Law, obtaining Investment Certificate for the project with investment capital from at least 300 billion Vietnam Dong (about 15,000,000USD) shall be subjected to Investment Evaluation Process. Accordingly, Rajasthan shall need to prepare the Feasibility Study for the Project of setting up the Factory. Time limit for obtaining Investment Certificate under the Investment Evaluation Process is 45 working days from submission of application dossier for the Investment Certificate. However, in practice, the process can be much longer as it requires the Licensing Authority to consult relevant Ministries before granting Investment Certificate. Thanks to our strong relationship with the Ministries, we can help you to accelerate the process of getting their opinions.
(iv) Obtaining Certificate of Land Use Right: Vietnam Law requires all Entities to obtain Certificate of Land Use Right before being granted right to use land for business purpose. Time limit for obtaining Certificate of Land Use Right is about 10 working dates from the submission of application dossier to competent authority.
(v) Obtaining Construction Permit: Rajasthan shall be required to obtain Construction Permit before commencing its construction work. Time limit for obtaining Construction Permit under Vietnam Law is 20 working days from submission of application dossier for construction permit.
(vi) Submission of documents proving satisfaction of conditions for fire fighting and prevention
2.2. SCOPE OF WORK
Following works are proposed based on the request of Client. However, depending on the specific position/situation of Client, several work items may not be necessary. Meanwhile, other works may be required. S&B Law shall immediately advise Client the same upon review documents of the case. However, any additional works shall not fall under the scope of this Engagement Letter, but could be provided upon request.
2.2.1. Conducting Due Diligence against the Vietnamese Partner
Provide basic information about the Company, including each of its subsidiaries and joint ventures, such as:
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Provide details of the organization of the Company, including:
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Provide details of all loans or other financial accommodation made:
· by the Company· to the Company· by other members of the Group· to other members of the Group. |
Provide copies of all loan or financing documents relating to the Group including:
· loan agreements· bill facilities· bank overdraft facilities· letters of credit· letters of comfort/support. |
Provide copies of all security documents relating to the Group including:
· charges over Group assets· mortgages· any other encumbrances over Group assets· bank guarantees· guarantees (whether of loans, leases or otherwise). |
We estimate that it shall take us about 15 working hours to complete the due diligence to accomplish information as mentioned above. We shall advise you in case the actual amount of work required by S&B Law exceeds our initial estimate, S&B Law will advise of any possible excess such estimate before commencing such additional works.
2.2.2. Setting up Factory
Preparation of the application documents:
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Licensing procedures:
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| Post-licensing procedures:
Upon the issuance of the investment certificate, the Factory shall be required to carry out immediate administrative procedures. Our services include:
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3. DELIVARABLES
The Deliverables will include documents prepared in English. Vietnamese Version shall be provided if the document is required for submission to licensing bodies. Client will review, approve and where necessary sign these documents.
4. TIMELINE AND PROFESSIONAL FEE
4.1. Timeline and Professional Fee for performing the S&B Law services as mentioned in item 3 above will be as follows:
(i) Conducting due diligence on the Vietnamese Company: We anticipate that it shall take us about 01 week to 02 weeks to complete the Due Diligence. Our professional fee for conducting due diligence and 15 additional working hours for answering your question shall be 3,000USD (Three thousand US Dollar). Professional fee for working hours exceeding 15 additional working hours shall be 250USD/01 working hour for each Lawyer.
(ii) Obtaining Investment Certificate: We anticipate that it shall take us about 10 working days to prepare the application dossier and about at least 01 month from submission of application dossier to the competent authority to obtain the Investment Certificate. In case you invest about 15,000,000USD to setup the factory, or setting up factory outside the Industrial Park, the licensing process may be longer (about 04 months) as it shall required approval from relevant Ministries. Our professional Fee shall be 6,000 USD (From Six thousand US Dollar). We reserve our right to revise our professional fee in case investment capital for the project is 15,000,000USD upward.
(iii) Obtaining Tax Code Registration, Seal Sample and Announcement of establishment of the Factory: We anticipate that it shall take us about 14 working days to complete this work item. Our professional fee: 1,000 USD (One thousand US Dollar).
(iv) Obtaining Certificate of Land Use Right: We anticipate that it shall take us about 15 working days to complete the work item. Our professional fee: 1,000USD (One thousand US Dollar)
(v) Obtaining Construction Permit: We anticipate that it shall take us about 01 month to complete the work item. Our professional fee: 3-8,000USD (From Three to eight thousand US Dollar). We shall advise you in case we are advised the scope of the factory.
4.2. Services fee shall be paid to S&B Law as follows:
– Within 03 working days before commencing of each Work Item, Client will pay for S&B Law an advance payment which equivalent to 30% of the total estimated services fee for relevant work.
– Within 03 working days from submission of application dossier to licensing authority, Client will pay for S&B 30% of the total estimated services fee for work.
– Rajasthan willpay the remained fee and other cost and disbursement incurred on Client’s behalf within 03 working days from completion of such Work Item.
– Client shall immediately notify S&B Law of when actual payment(s) will be made on the amount specified in the invoice(s). S&B Law will start working only upon receipt of payment of the respective invoice(s). Alternatively, S&B Law reserves the right to withdraw the service if payment is not received 10 days after the date of the invoice. Further, in the event payments are not received by the payable date, S&B Law reserves the right to suspend services and/or levy and collect a late payment fee of 0.5% per month up to the date of receipt of payment by S&B Law.
– Paid professional fee shall not be reimbursed.
4.3. Method of payment:
By T/T to following account:
| Beneficiary’s name | : | S&B LAW CO., LTD |
| A/C No. with MB | : | 0591100549008 |
| Beneficiary’s bank | : | THE MILITARY COMMERCIAL JOINT- STOCK BANK |
| Address | : | No. 21, Cat Linh Street, Cat Linh Ward, Dong Da District, Ha Noi, Vietnam |
| SWIFT CODE | : | MSCBVNVX |
